Common use of Tax Returns; Refunds Clause in Contracts

Tax Returns; Refunds. (i) AMID shall cause to be prepared and filed in a manner consistent with past practices (unless otherwise required by applicable Law) all Tax Returns of SXH Holdings and its Subsidiaries for all Tax periods ending on or before the Closing Date that are due after the Closing Date and shall pay or cause to be paid all Taxes reflected on and due with respect to such Tax Returns. (ii) Except as otherwise required by Law, without the prior written consent of Holdings LP (such consent not to be unreasonably withheld, conditioned or delayed), none of AMID, any Southcross Company, or any Affiliate thereof shall, with respect to SXH Holdings or any of its Subsidiaries for any Pre-Closing Tax Period: (A) make any Tax election under the Code or any other Tax law; or (B) file any amended Tax Return or agree to any adjustment of any item with a Taxing Authority that relates to a Pre-Closing Tax Period Tax Return of SXH Holdings or any of its Subsidiaries, if in any such case, such action would have the effect of increasing Holdings LP’s (or its direct or indirect owner’s) liability for any Taxes or increasing the indemnification obligations set forth in Article VIII. In addition, except as otherwise required by Law, none of AMID, any Southcross Company, or any Affiliate thereof shall, with respect to SXH Holdings or any of its Subsidiaries, change the Tax treatment of any item on a Tax Return filed after the Closing Date as compared to the treatment of such item on a Tax Return filed by any Southcross Company prior to the Closing Date to the extent that such change has a material retroactive effect on any Tax Return for a Pre-Closing Tax Period. (iii) Except to the extent of Pre-Closing Taxes which have been paid by or otherwise reserved for payment on the books and records of SXH Holdings and its Subsidiaries as of the Closing Date, Holdings LP shall pay (or cause to be paid), and shall jointly and severally indemnify and hold harmless AMID and its Affiliates from, all Pre-Closing Taxes owed by or with respect to SXH Holdings, its Subsidiaries, or the assets and operations of SXH Holdings and its Subsidiaries; provided that with respect to SXE and its Subsidiaries, Holdings LP shall only be liable for its proportionate share of the Pre-Closing Taxes related to SXE and its Subsidiaries (other than taxes payable by SXE and its Subsidiaries, with respect to such taxes this proviso shall not apply) based on Holdings LP’s beneficial ownership of outstanding equity interests in SXE immediately prior to the Closing as compared to the aggregate outstanding equity interests in SXE immediately prior to the Closing. (iv) If AMID or any of its Subsidiaries receives a Tax refund arising from or attributable to a Pre-Closing Tax Period of SXH Holdings or any of its Subsidiaries, such refund shall be paid to the Holdings LP.

Tax Returns; Refunds. (ia) AMID The Sellers shall cause to be prepared and filed in a manner consistent with past practices (unless otherwise required by applicable Law) all Tax Returns of SXH Holdings and its Subsidiaries for all Tax periods ending on or before the Closing Date that are due after the Closing Date have responsibility for, and shall pay or cause to be paid when due, any and all Taxes reflected relating to each of the Companies for or relating to any Tax period (or portion thereof, including Straddle Periods) ending on or before the Closing Date and due the Sellers’ Representative shall timely prepare and file or cause to be timely prepared and filed with the appropriate Tax Authorities all Tax Returns required to be filed with respect to each of the Companies with respect to any taxable period ending on or prior to the Closing Date (such Tax Returns, “Pre-Closing Tax Returns”). Such Pre-Closing Tax Returns shall include but not be limited to Vilex’s Form 1120S and Orthex’s Form 1065 (and state equivalents thereof) for the short tax year beginning on January 1, 2019 and ending on the Closing Date. All Pre-Closing Tax Returns shall be prepared on a basis consistent with past practice and prior Tax reporting positions (except as otherwise required by applicable Law), and the Sellers’ Representative shall provide the Purchaser, at least twenty (20) calendar days prior to the applicable deadline for filing any such Tax Return, a copy of such Tax Return for the Purchaser’s review and comment, along with any related tax notices and audits for such Pre-Closing Tax Period. The Sellers’ Representative shall make all changes reasonably requested by the Purchaser to such Tax Returns. The Sellers’ Representative shall forward to the Purchaser any tax notices or audits received in connection with the Straddle Period promptly following receipt thereof. The Purchaser shall timely prepare and file or cause to be timely prepared and filed with the appropriate Tax Authorities all Tax Returns required to be filed after the Closing Date with respect to each of the Companies other than any Pre-Closing Tax Return required to be filed (or caused to be filed) by the Sellers’ Representative pursuant to this Section 5.1(a). All such Tax Returns prepared by the Purchaser with respect to the Straddle Period shall be prepared on a basis consistent with past practice and prior Tax reporting positions (except as otherwise required by applicable Law), and the Purchaser shall provide the Sellers’ Representative, at least twenty (20) calendar days prior to the applicable deadline for filing any such Tax Return with respect to the Straddle Period, a copy of the Tax Return for the Sellers’ Representative’s review and comment. The Purchaser shall make all changes reasonably requested by the Sellers’ Representative to such Tax Returns. (iib) Except as otherwise required Any Tax refunds that are received by Lawthe Purchaser or either of the Companies, without and any amounts credited against Tax to which the prior written consent Purchaser or either of Holdings LP (such consent not the Companies become entitled, that relate to be unreasonably withheld, conditioned or delayed), none of AMID, any Southcross Company, or any Affiliate thereof shall, with respect to SXH Holdings or any of its Subsidiaries for any Pre-Closing Tax Period: Periods and are attributable to Transaction Tax Deductions shall be for the account of the Sellers, and the Purchaser shall pay over to the Sellers’ Representative (Afor the benefit of the Sellers) make any Tax election under such refund or the Code or any other Tax law; or (B) file any amended Tax Return or agree to any adjustment amount of any item with a Taxing Authority that relates to a Pre-such credit (net of costs and expenses incurred in connection therewith after the Closing Tax Period Tax Return Date by any either of SXH Holdings the Companies and/or the Purchaser) within ten (10) days after receipt thereof or any of its Subsidiaries, if in any such case, such action would have the effect of increasing Holdings LP’s (or its direct or indirect owner’s) liability for any Taxes or increasing the indemnification obligations set forth in Article VIIIentitlement thereto. In addition, except as otherwise required by Law, none if the Purchaser or either of AMID, the Companies realizes any Southcross Company, or any Affiliate thereof shall, reduction in its Liability for Taxes with respect to SXH Holdings any taxable period (or any of its Subsidiaries, change the Tax treatment of any item on a Tax Return filed portion thereof) ending after the Closing Date as compared resulting, directly or indirectly, from a Transaction Tax Deduction, the Purchaser shall pay the amount of such reduction (net of costs and expenses incurred in connection therewith by either of the Companies and/or the Purchaser) to the treatment Sellers’ Representative (for the benefit of the Sellers) within ten (10) days after actually realizing such reduction. The Purchaser or either of the Companies shall be deemed to actually realize a reduction in its Taxes as of the date the Tax Return that reflects such reduction is actually filed and based on a with/without calculation taking into account such Transaction Tax Deduction as the last item on a the relevant Tax Return filed by any Southcross Company prior Return. Notwithstanding anything else herein, neither the Purchaser nor either of the Companies shall be required to the Closing Date to the extent that such change has a material retroactive effect on prepare and file any Tax Return for a Pre-Closing Tax Period. (iii) Except to the extent of Pre-Closing Taxes which have been paid by or otherwise reserved for payment on arrange its Tax affairs in a manner that maximizes the books and records of SXH Holdings and its Subsidiaries Tax benefits available as a result of the Closing Date, Holdings LP shall pay (or cause to be paid), and shall jointly and severally indemnify and hold harmless AMID and its Affiliates from, all Pre-Closing Taxes owed by or with respect to SXH Holdings, its Subsidiaries, or the assets and operations of SXH Holdings and its Subsidiaries; provided that with respect to SXE and its Subsidiaries, Holdings LP shall only be liable for its proportionate share of the Pre-Closing Taxes related to SXE and its Subsidiaries (other than taxes payable by SXE and its Subsidiaries, with respect to such taxes this proviso shall not apply) based on Holdings LP’s beneficial ownership of outstanding equity interests in SXE immediately prior to the Closing as compared to the aggregate outstanding equity interests in SXE immediately prior to the ClosingTransaction Tax Deductions. (iv) If AMID or any of its Subsidiaries receives a Tax refund arising from or attributable to a Pre-Closing Tax Period of SXH Holdings or any of its Subsidiaries, such refund shall be paid to the Holdings LP.

Tax Returns; Refunds. (ia) AMID Following the Closing, Purchaser shall cause the Company or any applicable subsidiary to timely prepare and file or cause to be timely prepared and filed in with the appropriate Tax Authorities all Tax Returns required to be filed with respect to the Company or such subsidiary with respect to any taxable period ending on or prior to the Closing Date (such Tax Returns, “Pre-Closing Tax Returns”). All Pre-Closing Tax Returns shall be prepared on a manner basis consistent with past practices practice and prior Tax reporting positions (unless except as otherwise required by applicable Law), and the Purchaser shall provide the Sellers’ Representative, at least twenty (20) calendar days prior to the applicable deadline for filing any such Tax Return (and in any event at least twenty (20) calendar days prior to the actual filing of any such Tax Return), a copy of such Tax Return for the Sellers’ Representative’s review and comment, along with any related tax notices and audits for such Pre-Closing Tax Period. The Purchaser shall make all changes reasonably requested by Sellers’ Representative to such Tax Returns. The Purchaser shall forward to the Sellers’ Representative any tax notices or audits received in connection with the Pre-Closing Tax Returns promptly following receipt thereof. The Purchaser shall timely prepare and file or cause to be timely prepared and filed with the appropriate Tax Authorities all Tax Returns of SXH Holdings and its Subsidiaries for all Tax periods ending on or before the Closing Date that are due required to be filed after the Closing Date with respect to the Company (b) The Sellers shall have responsibility for, and shall pay or cause to be paid when due, any and all Taxes reflected relating to the Company and the Subsidiary for or relating to any Tax period (or portion thereof) ending on or before the Closing Date and due relating to any Straddle Periods. For purposes of this Agreement, all Taxes and Tax liabilities with respect to such Tax Returns. (ii) Except as otherwise required by Lawthe income, without assets or activities of the prior written consent of Holdings LP (such consent not to be unreasonably withheld, conditioned Company or delayed), none of AMID, any Southcross Company, or any Affiliate thereof shall, with respect to SXH Holdings or any of its Subsidiaries for any Pre-Closing Tax Period: (A) make any Tax election under the Code or any other Tax law; or (B) file any amended Tax Return or agree Subsidiary that relate to any adjustment of any item with a Taxing Authority that relates to a Straddle Period will be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Return Period as follows: (a) in the case of SXH Holdings Taxes other than those based upon income, sales, proceeds, profits, receipts, wages, compensation or any of its Subsidiariessimilar items, if in any such case, such action would have the effect of increasing Holdings LP’s (or its direct or indirect owner’s) liability for any Taxes or increasing the indemnification obligations set forth in Article VIII. In addition, except as otherwise required by Law, none of AMID, any Southcross Company, or any Affiliate thereof shall, with respect to SXH Holdings or any of its Subsidiaries, change the Tax treatment of any item on a Tax Return filed after the Closing Date as compared per diem basis, allocating to the treatment of such item on a Tax Return filed by any Southcross Company prior to the Closing Date to the extent that such change has a material retroactive effect on any Tax Return for a Pre-Closing Tax Period. (iii) Except to Period the extent amount of Pre-Closing any such Taxes for the entire Taxable period multiplied by a fraction, the numerator of which have been paid by or otherwise reserved for payment on is the books and records number of SXH Holdings and its Subsidiaries as calendar days in the portion of the Straddle Period ending on Closing Date, Holdings LP shall pay and the denominator of which is the total number of calendar days in the entire Straddle Period; and (b) in the case of Taxes based upon income, sales, proceeds, profits, receipts, wages, compensation or cause to be paid)similar items, and shall jointly and severally indemnify and hold harmless AMID and its Affiliates from, all Pre-Closing Taxes owed by or with respect to SXH Holdings, its Subsidiaries, or the assets and operations of SXH Holdings and its Subsidiaries; provided that with respect to SXE and its Subsidiaries, Holdings LP shall only be liable for its proportionate share of the Pre-Closing Taxes related to SXE and its Subsidiaries (other than taxes payable by SXE and its Subsidiaries, with respect to such taxes this proviso shall not apply) based on Holdings LP’s beneficial ownership of outstanding equity interests in SXE immediately prior to the Closing as compared to the aggregate outstanding equity interests in SXE immediately prior to the Closing. (iv) If AMID or any of its Subsidiaries receives a Tax refund arising from or amount attributable to a Pre-Closing Tax Period ending on the Closing Date shall be determined on the basis of SXH Holdings a closing of the books as of the close of business on the Closing Date. (c) Any Tax refunds that are received by the Purchaser or the Company, and any amounts credited against Tax to which the Purchaser or the Company become entitled, that relate to Pre-Closing Tax Periods and are attributable to Transaction Tax Deductions shall be for the account of its Subsidiariesthe Sellers, and the Purchaser shall pay over to the Payment Agent (for the benefit of the Sellers) any such refund or the amount of any such credit (net of costs and expenses incurred in connection therewith after the Closing Date by any the Company and/or the Purchaser) within ten (10) days after receipt thereof or entitlement thereto. In addition, if the Purchaser or the Company realizes any reduction in its Liability for Taxes with respect to any taxable period (or portion thereof) ending after the Closing Date resulting, directly or indirectly, from a Transaction Tax Deduction, the Purchaser shall pay the amount of such reduction (net of costs and expenses incurred in connection therewith by the Company and/or the Purchaser) to the Sellers’ Representative (for the benefit of the Sellers) within ten (10) days after actually realizing such reduction. The Purchaser or the Company shall be paid deemed to actually realize a reduction in its Taxes as of the Holdings LPdate the Tax Return that reflects such reduction is actually filed and based on a with/without calculation taking into account such Transaction Tax Deduction as the last item on the relevant Tax Return. Notwithstanding anything else herein, neither the Purchaser nor the Company shall be required to prepare and file any Tax Return or otherwise arrange its Tax affairs in a manner that maximizes the Tax benefits available as a result of the Transaction Tax Deductions.

Tax Returns; Refunds. (ia) AMID The Sellers shall cause to be prepared and filed in a manner consistent with past practices (unless otherwise required by applicable Law) all Tax Returns of SXH Holdings and its Subsidiaries for all Tax periods ending on or before the Closing Date that are due after the Closing Date have responsibility for, and shall pay or cause to be paid when due, any and all Taxes reflected relating to the Company for or relating to any Tax period (or portion thereof, including Straddle Periods) ending on or before the Closing Date and due the Sellers shall timely prepare and file or cause to be timely prepared and filed with the appropriate Tax Authorities all Tax Returns required to be filed with respect to the Company with respect to any taxable period ending on or prior to the Closing Date (such Tax Returns, “Pre-Closing Tax Returns”). Such Pre-Closing Tax Returns shall include the Company’s Form 1065 for the short tax year beginning on January 1, 2023 and ending on the Closing Date. All Pre-Closing Tax Returns shall be prepared on a basis consistent with past practice and prior Tax reporting positions (except as otherwise required by applicable Law), and the Sellers shall provide the Purchaser, at least twenty (20) calendar days prior to the applicable deadline for filing any such Tax Return, a copy of such Tax Return for the Purchaser’s review and comment, along with any related tax notices and audits for such Pre-Closing Tax Period. The Sellers shall make all changes reasonably requested by Purchaser to such Tax Returns; provided that such changes do not materially increase Seller’s tax liability, unless strictly required to comply with applicable Law. The Sellers shall forward to the Purchaser any tax notices or audits received in connection with the Straddle Period promptly following receipt thereof. The Purchaser shall timely prepare and file or cause to be timely prepared and filed with the appropriate Tax Authorities all Tax Returns required to be filed after the Closing Date with respect to the Company other than any Pre-Closing Tax Return required to be filed (or caused to be filed) by the Sellers pursuant to this Section 6.1(a). All such Tax Returns prepared by the Purchaser with respect to the Straddle Period shall be prepared on a basis consistent with past practice and prior Tax reporting positions (except as otherwise required by applicable Law), and the Purchaser shall provide the Sellers, at least twenty (20) calendar days prior to the applicable deadline for filing any such Tax Return with respect to the Straddle Period, a copy of the Tax Return for the Sellers’ review and comment. The Purchaser shall make all changes reasonably requested by the Sellers to such Tax Returns. (iib) Except as otherwise required Any Tax refunds that are received by Law, without the prior written consent of Holdings LP (such consent not to be unreasonably withheld, conditioned Purchaser or delayed), none of AMID, any Southcross the Company, and any amounts credited against Tax to which the Purchaser or any Affiliate thereof shallthe Company become entitled, with respect that relate to SXH Holdings or any of its Subsidiaries for any Pre-Closing Tax Period: (A) make Periods and are attributable to Transaction Tax Deductions shall be for the account of the Sellers, and the Purchaser shall pay over to the Sellers any Tax election under such refund or the Code or any other Tax law; or (B) file any amended Tax Return or agree to any adjustment amount of any item with a Taxing Authority that relates to a Pre-Closing Tax Period Tax Return of SXH Holdings such credit within ten (10) days after receipt thereof or any of its Subsidiaries, if in any such case, such action would have the effect of increasing Holdings LP’s (or its direct or indirect owner’s) liability for any Taxes or increasing the indemnification obligations set forth in Article VIIIentitlement thereto. In addition, except as otherwise required by Law, none of AMID, if the Purchaser or the Company realizes any Southcross Company, or any Affiliate thereof shall, reduction in its Liability for Taxes with respect to SXH Holdings any taxable period (or any of its Subsidiaries, change the Tax treatment of any item on a Tax Return filed portion thereof) ending after the Closing Date as compared resulting, directly or indirectly, from a Transaction Tax Deduction, the Purchaser shall pay the amount of such reduction (net of costs and expenses incurred in connection therewith by the Company and/or the Purchaser) to the treatment Sellers within ten (10) days after actually realizing such reduction. The Purchaser or the Company shall be deemed to actually realize a reduction in its Taxes as of the date the Tax Return that reflects such reduction is actually filed and based on a with/without calculation taking into account such Transaction Tax Deduction as the last item on a the relevant Tax Return filed by any Southcross Return. Notwithstanding anything else herein, neither the Purchaser nor the Company prior shall be required to the Closing Date to the extent that such change has a material retroactive effect on prepare and file any Tax Return for a Pre-Closing Tax Period. (iii) Except to the extent of Pre-Closing Taxes which have been paid by or otherwise reserved for payment on arrange its Tax affairs in a manner that maximizes the books and records of SXH Holdings and its Subsidiaries Tax benefits available as a result of the Closing Date, Holdings LP shall pay (or cause to be paid), and shall jointly and severally indemnify and hold harmless AMID and its Affiliates from, all Pre-Closing Taxes owed by or with respect to SXH Holdings, its Subsidiaries, or the assets and operations of SXH Holdings and its Subsidiaries; provided that with respect to SXE and its Subsidiaries, Holdings LP shall only be liable for its proportionate share of the Pre-Closing Taxes related to SXE and its Subsidiaries (other than taxes payable by SXE and its Subsidiaries, with respect to such taxes this proviso shall not apply) based on Holdings LP’s beneficial ownership of outstanding equity interests in SXE immediately prior to the Closing as compared to the aggregate outstanding equity interests in SXE immediately prior to the ClosingTransaction Tax Deductions. (iv) If AMID or any of its Subsidiaries receives a Tax refund arising from or attributable to a Pre-Closing Tax Period of SXH Holdings or any of its Subsidiaries, such refund shall be paid to the Holdings LP.

Tax Returns; Refunds. (ia) AMID The Shareholder shall cause to be prepared and filed in a manner consistent with past practices (unless otherwise required by applicable Law) all Tax Returns of SXH Holdings and its Subsidiaries for all Tax periods ending on or before the Closing Date that are due after the Closing Date have responsibility for, and shall pay or cause to be paid when due, any and all Taxes reflected relating to each of the Companies for or relating to any Tax period (or portion thereof, including Straddle Periods) ending on or before the Closing Date. Parent shall (and due Shareholder shall reasonably assist) timely prepare and file or cause to be timely prepared and filed with the appropriate Tax Authorities all Tax Returns required to be filed with respect to each of the Companies with respect to any taxable period ending after, on, or prior to the Closing Date. All such Tax Returns prepared by the Parent with respect to the Straddle Period shall be prepared on a basis consistent with past practice and prior Tax reporting positions (except as otherwise required by applicable Law), and the Parent shall provide the Shareholder, at least twenty (20) calendar days prior to the applicable deadline for filing any such Tax Return with respect to the Straddle Period, a copy of the Tax Return for the Shareholder’s review and comment. The Parent shall make all changes reasonably requested by the Shareholder to such Tax Returns. (iib) Except as otherwise required Any Tax refunds that are received by Law, without the prior written consent of Holdings LP (such consent not to be unreasonably withheld, conditioned or delayed), none of AMID, any Southcross Company, or any Affiliate thereof shall, with respect to SXH Holdings Parent or any of its Subsidiaries for the Companies, and any amounts credited against Tax to which the Parent or any of the Companies become entitled, that relate to Pre-Closing Tax Period: (A) make Periods and are attributable to Transaction Tax Deductions shall be for the account of the Shareholder, and the Parent shall pay over to the Shareholder any Tax election under such refund or the Code or any other Tax law; or (B) file any amended Tax Return or agree to any adjustment amount of any item with a Taxing Authority that relates to a Pre-such credit (net of costs and expenses incurred in connection therewith after the Closing Tax Period Tax Return of SXH Holdings or Date by any of its Subsidiaries, if in any such case, such action would have the effect of increasing Holdings LP’s Companies and/or the Parent) within ten (10) days after receipt thereof or its direct or indirect owner’s) liability for any Taxes or increasing the indemnification obligations set forth in Article VIIIentitlement thereto. In addition, except as otherwise required by Law, none of AMID, any Southcross Company, if the Parent or any Affiliate thereof shall, of the Companies realizes any reduction in its Liability for Taxes with respect to SXH Holdings any taxable period (or any of its Subsidiaries, change the Tax treatment of any item on a Tax Return filed portion thereof) ending after the Closing Date as compared resulting, directly or indirectly, from a Transaction Tax Deduction, the Parent shall pay the amount of such reduction to the treatment Shareholder within ten (10) days after actually realizing such reduction. The Parent or any of the Companies shall be deemed to actually realize a reduction in its Taxes as of the date the Tax Return that reflects such reduction is actually filed and based on a with/without calculation taking into account such Transaction Tax Deduction as the last item on a the relevant Tax Return filed by Return. Notwithstanding anything else herein, neither the Parent nor any Southcross Company prior of the Companies shall be required to the Closing Date to the extent that such change has a material retroactive effect on prepare and file any Tax Return for a Pre-Closing Tax Period. (iii) Except to the extent of Pre-Closing Taxes which have been paid by or otherwise reserved for payment on arrange its Tax affairs in a manner that maximizes the books and records of SXH Holdings and its Subsidiaries Tax benefits available as a result of the Closing Date, Holdings LP shall pay (or cause to be paid), and shall jointly and severally indemnify and hold harmless AMID and its Affiliates from, all Pre-Closing Taxes owed by or with respect to SXH Holdings, its Subsidiaries, or the assets and operations of SXH Holdings and its Subsidiaries; provided that with respect to SXE and its Subsidiaries, Holdings LP shall only be liable for its proportionate share of the Pre-Closing Taxes related to SXE and its Subsidiaries (other than taxes payable by SXE and its Subsidiaries, with respect to such taxes this proviso shall not apply) based on Holdings LP’s beneficial ownership of outstanding equity interests in SXE immediately prior to the Closing as compared to the aggregate outstanding equity interests in SXE immediately prior to the ClosingTransaction Tax Deductions. (iv) If AMID or any of its Subsidiaries receives a Tax refund arising from or attributable to a Pre-Closing Tax Period of SXH Holdings or any of its Subsidiaries, such refund shall be paid to the Holdings LP.

Tax Returns; Refunds. (ia) AMID Seller shall cause to be prepared and filed in a manner consistent provide Buyer with past practices (unless otherwise required by applicable Law) all drafts of pro forma Tax Returns of SXH Holdings and its Subsidiaries for all relating solely to the Company (each, a “Pro Forma Tax periods Return”) that relate to any Pre-Closing Tax Period ending on or before the Closing Date that are for review and comment at least fifteen (15) days prior to the due after date for the Closing Date and shall pay filing of each Tax Return of Seller to which each such Pro Forma Tax Return relates, including extensions, or cause such shorter period as is necessary to be paid all Taxes reflected on and due with respect to allow for the timely filing of such Tax ReturnsReturn. Not later than fifteen (15) days after Seller has provided such Pro Forma Tax Return, or such shorter period as is necessary to allow for the timely filing of the Tax Return of Seller to which the Pro Forma Tax Return relates, Buyer shall notify Seller of the existence of any objection, specifying in reasonable detail the nature and basis of such objection that Buyer may have to any item set forth on such draft Pro Forma Tax Return. Buyer (on behalf of itself, and following the Closing, the Company) and Seller agree to consult and resolve in good faith any such objection. (iib) Buyer shall cause the Company to provide Seller with drafts of all Tax Returns of the Company that relate to any Straddle Period allocable or apportioned to Seller pursuant to Section 10.1 for review and comment at least fifteen (15) days prior to the due date for the filing of each such Tax Return, including extensions, or such shorter period as is necessary to allow for the timely filing of such Tax Return. Not later than fifteen (15) days after the Company has provided such Tax Return, or such shorter period as is necessary to allow for the timely filing of such Tax Return, Seller shall notify the Company of the existence of any objection, specifying in reasonable detail the nature and basis of such objection that Seller may have to any item set forth on such draft Tax Return. Buyer (on behalf of itself, and following the Closing, the Company) and Seller agree to consult and resolve in good faith any such objection. For the avoidance of doubt, all Tax Returns of the Company that relate to any Straddle Period allocable or apportioned to Seller will provide for a refund, in cash, whenever possible for the overpayment of Taxes or otherwise, rather than a credit for Taxes due for any Post-Closing Tax Period. (c) Except as otherwise required by LawLaw or a Taxing Authority, without the prior written consent of Holdings LP Seller (such which consent not to may be unreasonably withheld, conditioned or delayedwithheld for any reason), none of AMIDBuyer, any Southcross the Company, or any Affiliate thereof shall, with respect to SXH Holdings or any of its Subsidiaries for any Pre-Closing Tax Period: Period (Ai) make any Tax election under the Code or any other Tax law; or election, (Bii) file any amended Tax Return or agree to any adjustment of any item with a Taxing Authority that relates to a Pre-Closing Tax Period Tax Return of SXH Holdings or any of its Subsidiaries, if in any such case, such action would have the effect of increasing Holdings LP’s (or its direct or indirect owner’s) liability for any Taxes or increasing the indemnification obligations set forth in Article VIII. In addition, except as otherwise required by Law, none of AMID, any Southcross Company, or any Affiliate thereof shall, with respect to SXH Holdings or any of its Subsidiaries, change the Tax treatment of any item on a Tax Return filed after the Closing Date as compared to the treatment of such item on a Tax Return filed by any Southcross the Company prior to the Closing Date or (iii) file any amended Tax Return or propose or agree to any adjustment of any item with the extent that Internal Revenue Service or any other Taxing Authority, if in any such change has a material retroactive case such action would have the effect on of increasing Seller’s liability for any Taxes, reducing any Tax Return benefit of Seller or increasing the indemnification obligations set forth in Article 9 hereof unless Buyer, the Company and any such Affiliate indemnify and hold Seller harmless from and against any such adverse Tax effect. (d) If the Company receives a Tax refund for a Pre-Closing Tax Period. (iii) Except to the extent of Pre-Closing Taxes which have been paid by or otherwise reserved for payment on the books and records of SXH Holdings and its Subsidiaries as of the Closing Date, Holdings LP shall pay (or cause to be paid), and shall jointly and severally indemnify and hold harmless AMID and its Affiliates from, all Pre-Closing Taxes owed by or with respect to SXH Holdings, its Subsidiaries, or the assets and operations of SXH Holdings and its Subsidiaries; provided that with respect to SXE and its Subsidiaries, Holdings LP shall only be liable for its proportionate share of the Pre-Closing Taxes related to SXE and its Subsidiaries (other than taxes payable by SXE and its Subsidiaries, with respect to such taxes this proviso shall not apply) based on Holdings LP’s beneficial ownership of outstanding equity interests in SXE immediately prior to the Closing as compared to the aggregate outstanding equity interests in SXE immediately prior to the Closing. (iv) If AMID or any of its Subsidiaries receives a Tax refund arising from or attributable to a Pre-Closing Tax Period of SXH Holdings or any of its Subsidiaries, such refund (net of any expenses or costs incurred in seeking or obtaining such refund) shall be paid to Seller; provided, however, that Seller shall not be entitled to any refund either (i) reflected in the Holdings LPClosing Working Capital, or (ii) attributable to any carryback of an item from a Post-Closing Tax Period.

Tax Returns; Refunds. (ia) AMID Seller shall cause to be prepared and filed in a manner consistent provide Buyer with past practices (unless otherwise required by applicable Law) all drafts of pro forma Tax Returns of SXH Holdings and its Subsidiaries for all relating solely to the Company (each, a “Pro Forma Tax periods Return”) that relate to any Pre-Closing Tax Period ending on or before the Closing Date that are for review and comment at least thirty (30) days prior to the due after date for the Closing Date and shall pay filing of each Tax Return of Seller to which each such Pro Forma Tax Return relates, including extensions, or cause such shorter period as is necessary to be paid all Taxes reflected on and due with respect to allow for the timely filing of such Tax Returns. Return. Not later than fifteen (ii15) days after Seller has provided such Pro Forma Tax Return, or such shorter period as is necessary to allow for the timely filing of the Tax Return of Seller to which the Pro Forma Tax Return relates, Buyer shall notify Seller of the existence of any objection, specifying in reasonable detail the nature and basis of such objection that Buyer may have to any item set forth on such draft Pro Forma Tax Return. Buyer (on behalf of itself, and following the Closing, the Company) and Seller agree to consult and resolve in good faith any such objection. To the extent that Buyer and Seller are unable to resolve any such objection, the parties shall refer such objection to the Independent Accountants for resolution in accordance with the procedures set forth in Section 2.4(c). Except as otherwise required by Law, all Pro Forma Tax Returns of the Company that relate to any Pre-Closing Tax Period ending on or before the Closing Date shall be prepared consistent with past practices. (b) Buyer shall cause the Company to provide Seller with drafts of all Tax Returns of the Company that relate to any Straddle Period allocable or apportioned to Seller pursuant to Section 10.1 for review and comment at least thirty (30) days prior to the due date for the filing of each such Tax Return, including extensions, or such shorter period as is necessary to allow for the timely filing of such Tax Return. Not later than fifteen (15) days after the Company has provided such Tax Return, or such shorter period as is necessary to allow for the timely filing of such Tax Return, Seller shall notify the Company of the existence of any objection, specifying in reasonable detail the nature and basis of such objection that Seller may have to any item set forth on such draft Tax Return. Buyer (on behalf of itself, and following the Closing, the Company) and Seller agree to consult and resolve in good faith any such objection. To the extent that Buyer and Seller are unable to resolve any such objection, the parties shall refer such objection to the Independent Accountants for resolution in accordance with the procedures set forth in Section 2.4(c). Except as otherwise required by Law, all Tax Returns of the Company that relate to any Straddle Period allocable or apportioned to Seller shall be prepared consistent with past practices and, for the avoidance of doubt, will provide for a refund, in cash, in accordance with Section 10.2(d), whenever possible for the overpayment of Taxes or otherwise, rather than a credit for Taxes due for any Post-Closing Tax Period. (c) Except as otherwise required by Law or a Taxing Authority, without the prior written consent of Holdings LP Seller (such which consent shall not to be unreasonably withheldconditioned, conditioned withheld or delayed), none of AMIDBuyer, any Southcross the Company, or any Affiliate thereof shall, with respect to SXH Holdings or any of its Subsidiaries for any Pre-Closing Tax Period: (A) make any Tax election under the Code or any other Tax law; or (B) Period file any amended Tax Return or agree to any adjustment of any item with a Taxing Authority that relates to a Pre-Closing Tax Period Tax Return of SXH Holdings or any of its Subsidiaries, if in any such case, such action would have Return. (d) If the effect of increasing Holdings LP’s (or its direct or indirect owner’s) liability for any Taxes or increasing the indemnification obligations set forth in Article VIII. In addition, except as otherwise required by Law, none of AMID, any Southcross Company, or any Affiliate thereof shall, with respect to SXH Holdings or any of its Subsidiaries, change the Tax treatment of any item on Company receives a Tax Return filed after the Closing Date as compared to the treatment of such item on a Tax Return filed by any Southcross Company prior to the Closing Date to the extent that such change has a material retroactive effect on any Tax Return refund for a Pre-Closing Tax Period. (iii) Except to the extent of Pre-Closing Taxes which have been paid by or otherwise reserved for payment on the books and records of SXH Holdings and its Subsidiaries as of the Closing Date, Holdings LP shall pay (or cause to be paid), and shall jointly and severally indemnify and hold harmless AMID and its Affiliates from, all Pre-Closing Taxes owed by or with respect to SXH Holdings, its Subsidiaries, or the assets and operations of SXH Holdings and its Subsidiaries; provided that with respect to SXE and its Subsidiaries, Holdings LP shall only be liable for its proportionate share of the Pre-Closing Taxes related to SXE and its Subsidiaries (other than taxes payable by SXE and its Subsidiaries, with respect to such taxes this proviso shall not apply) based on Holdings LP’s beneficial ownership of outstanding equity interests in SXE immediately prior to the Closing as compared to the aggregate outstanding equity interests in SXE immediately prior to the Closing. (iv) If AMID or any of its Subsidiaries receives a Tax refund arising from or attributable to a Pre-Closing Tax Period of SXH Holdings or any of its Subsidiaries, such refund (net of any expenses or costs, including Taxes, incurred in seeking or obtaining such refund) shall be paid to Seller; provided, however, that Seller shall not be entitled to any refund either (i) reflected in the Holdings LPClosing Working Capital, or (ii) attributable to any carryback of an item from a Post-Closing Tax Period.

Tax Returns; Refunds. (i) AMID Buyer shall cause to be prepared and timely filed in a manner consistent with past practices when due (unless otherwise required by applicable Lawtaking into account all extensions properly obtained) all Tax Returns of SXH Holdings and required to be filed by the Target or its Subsidiaries for (A) all Tax periods ending on or before the Closing Date that are due on or after the Closing Date and shall pay or cause to be paid (B) all Taxes reflected on and due with respect to such Tax ReturnsStraddle Periods. (ii) Except as All Tax Returns governed by this Section 6.2(a) shall be prepared on a basis consistent with past practice of the Target Group except to the extent otherwise required by Law. Not later than 15 days prior to the due date for filing any such Tax Return, without Buyer shall deliver a draft of such Tax Return to Seller for its review and reasonable comment. Buyer shall cause such Tax Return (as revised to incorporate Seller’s reasonable comments made in writing to Buyer at least five (5) days before the due date for such Tax Return) to be timely filed. Seller shall pay Buyer all Taxes with respect to a Tax Return for a Pre-Closing Tax Period, except to the extent such taxes were specifically accounted for in Closing Net Working Capital. (iii) Without the prior written consent of Holdings LP (such consent Seller, which shall not to be unreasonably withheld, conditioned or delayed), unless required by applicable Law, none of AMIDBuyer, any Southcross Companythe Target Group, or any Affiliate thereof shall, with respect to SXH Holdings or any of its Subsidiaries the Target Group for any Pre-Closing Tax Period: (A) make or amend any Tax election under the Code or any other Tax law; or (B) file any amended Tax Return Return, (C) initiate any voluntary disclosure agreement or program, or similar disclosure process, or (D) agree to any adjustment of any item with a Taxing Authority that relates to a Tax Return of the Target for a Pre-Closing Tax Period Tax Return of SXH Holdings or any of its Subsidiariesif, if in any such case, such action would could have the effect of increasing Holdings LPSeller’s (or any of its respective direct or indirect owner’s) owners’ liability for any Taxes or increasing the Seller’s indemnification obligations set forth in Article VIII. In addition, except as otherwise required by Law, none of AMID, any Southcross Company, or any Affiliate thereof shall, with respect to SXH Holdings or any of its Subsidiaries, change the Tax treatment of any item on a Tax Return filed after the Closing Date as compared to the treatment of such item on a Tax Return filed by any Southcross Company prior to the Closing Date to the extent that such change has a material retroactive effect on any Tax Return for a Pre-Closing Tax Period. (iii) Except to the extent of Pre-Closing Taxes which have been paid by or otherwise reserved for payment on the books and records of SXH Holdings and its Subsidiaries as of the Closing Date, Holdings LP shall pay (or cause to be paid), and shall jointly and severally indemnify and hold harmless AMID and its Affiliates from, all Pre-Closing Taxes owed by or with respect to SXH Holdings, its Subsidiaries, or the assets and operations of SXH Holdings and its Subsidiaries; provided that with respect to SXE and its Subsidiaries, Holdings LP shall only be liable for its proportionate share of the Pre-Closing Taxes related to SXE and its Subsidiaries (other than taxes payable by SXE and its Subsidiaries, with respect to such taxes this proviso shall not apply) based on Holdings LP’s beneficial ownership of outstanding equity interests in SXE immediately prior to the Closing as compared to the aggregate outstanding equity interests in SXE immediately prior to the Closing. (iv) If AMID Target or any of its Subsidiaries receives receive a Tax refund arising or applies a credit against Taxes, which refund or credit arises from or is attributable to a Pre-Closing Tax Period Period, the amount of SXH Holdings or any of its Subsidiaries, such refund or credit, net of reasonable expenses to obtain such refund or credit, shall be paid to Seller, except to the Holdings LPextent such refund or credit was specifically accounted for in Closing Net Working Capital.

Tax Returns; Refunds. (i) AMID shall cause 10.2.1 If required to be prepared signed by Buyer or any of its Affiliates, Seller shall provide Buyer with drafts of all consolidated, combined or unitary Tax Returns relating to, or that include, the Company for any Pre-Closing Tax Period any component of which may be based in whole, or in part, on net income or a taxable base in the nature of net income (each, a “Pro Forma Tax Return”) for review and filed comment at least thirty (30) days prior to the due date for the filing of each Pro Forma Tax Return, including extensions, or such shorter period as is necessary to allow for the timely filing of such Tax Return. Not later than ten (10) days after Seller has provided such Pro Forma Tax Return, or such shorter period as is necessary to allow for the timely filing of the Tax Return of Seller to which the Pro Forma Tax Return relates, Buyer shall notify Seller in a manner consistent with past practices writing of the existence of any objection, specifying in reasonable detail the nature and basis of such objection that Buyer may have to any item set forth on such draft Pro Forma Tax Return. Buyer (unless on behalf of itself, and following the Closing, the Company) and Seller agree to consult and resolve in good faith any such objection. Except as otherwise required by applicable Law) , all Pro Forma Tax Returns of SXH Holdings and its Subsidiaries for all the Company that relate to any Pre-Closing Tax periods Period ending on or before the Closing Date shall be prepared consistent with past practices. 10.2.2 Buyer shall cause the Company to provide Seller with drafts of all Tax Returns of the Company that are relate to any Pre-Closing Period for which Seller is not responsible pursuant to Section 10.2.1 and any Straddle Period for review and comment at least thirty (30) days prior to the due date for the filing of each such Tax Return, including extensions, or such shorter period as is necessary to allow for the timely filing of such Tax Return. Not later than ten (10) days after the Closing Date and shall pay or cause to be paid all Taxes reflected on and due with respect to Company has provided such Tax Returns. Return, or such shorter period as is necessary to allow for the timely filing of such Tax Return, Seller shall notify the Company in writing of the existence of any objection, specifying in reasonable detail the nature and basis of such objection that Seller may have to any item set forth on such draft Tax Return. Buyer (iion behalf of itself, and following the Closing, the Company) and Seller agree to consult and resolve in good faith any such objection. Except as otherwise required by Law, all Tax Returns of the Company that relate to any Pre-Closing Tax Period or Straddle Period shall be prepared consistent with past practices. 10.2.3 Except as otherwise required by Law or a Taxing Authority, without the prior written consent of Holdings LP (such Seller which consent shall not to be unreasonably withheldconditioned, conditioned withheld or delayed), none of AMIDBuyer, any Southcross the Company, or any Affiliate thereof shall, with respect to SXH Holdings or any of its Subsidiaries for any Pre-Closing Tax Period: (A) make any Tax election under the Code or any other Tax law; or (B) Period file any amended Tax Return or agree to any adjustment of any item with a Taxing Authority that relates to a Pre-Closing Tax Period Tax Return of SXH Holdings or any of its Subsidiaries, if in any such case, such action would have Return. 10.2.4 If the effect of increasing Holdings LP’s (or its direct or indirect owner’s) liability for any Taxes or increasing the indemnification obligations set forth in Article VIII. In addition, except as otherwise required by Law, none of AMID, any Southcross Company, or any Affiliate thereof shall, with respect to SXH Holdings or any of its Subsidiaries, change the Tax treatment of any item on Company receives a Tax Return filed after the Closing Date as compared to the treatment of such item on a Tax Return filed by any Southcross Company prior to the Closing Date to the extent that such change has a material retroactive effect on any Tax Return refund for a Pre-Closing Tax Period. (iii) Except to the extent of Pre-Closing Taxes which have been paid by or otherwise reserved for payment on the books and records of SXH Holdings and its Subsidiaries as of the Closing Date, Holdings LP shall pay (or cause to be paid), and shall jointly and severally indemnify and hold harmless AMID and its Affiliates from, all Pre-Closing Taxes owed by or with respect to SXH Holdings, its Subsidiaries, or the assets and operations of SXH Holdings and its Subsidiaries; provided that with respect to SXE and its Subsidiaries, Holdings LP shall only be liable for its proportionate share of the Pre-Closing Taxes related to SXE and its Subsidiaries (other than taxes payable by SXE and its Subsidiaries, with respect to such taxes this proviso shall not apply) based on Holdings LP’s beneficial ownership of outstanding equity interests in SXE immediately prior to the Closing as compared to the aggregate outstanding equity interests in SXE immediately prior to the Closing. (iv) If AMID or any of its Subsidiaries receives a Tax refund arising from or attributable to a Pre-Closing Tax Period of SXH Holdings or any of its Subsidiaries, such refund (net of any Taxes, expenses or costs incurred in seeking or obtaining such refund) shall be paid to Seller; provided, however, that Seller shall not be entitled to any refund either (a) reflected in the Holdings LPClosing Working Capital, or (b) attributable to any carryback of any item or attribute from a Post-Closing Tax Period. For the avoidance of doubt, Buyer and the Company will provide for a refund, in cash, whenever possible for the overpayment of Taxes or otherwise, rather than a credit for Taxes due for any Post-Closing Tax Period.

Tax Returns; Refunds. (ia) AMID The parties acknowledge that, by reason of the Section 338(h)(10) Election, the Company’s tax year will end on the Closing Date for U.S. (and, as applicable, state and local) income Tax purposes. Seller shall prepare, and cause to be prepared filed, the Company’s income Tax Returns for the short taxable year which ends on the Closing Date. Seller shall prepare such income Tax Returns in accordance with past custom and filed in a manner practice, consistent with past practices (unless otherwise required by applicable the Asset Allocation and, in any event, in accordance with Law) ; provided that Seller shall provide Buyer with drafts of all such Tax Returns of SXH Holdings the Company for review and its Subsidiaries comment at least fifteen (15) days prior to the due date for the filing of each such Tax Return, including extensions, or such shorter period as is necessary to allow for the timely filing of such Tax Return. (b) Buyer shall prepare and cause to be timely filed all other Tax periods ending on or before Returns of the Company for Pre-Closing Date Tax Periods that are due after the Closing Date (i.e., all Tax Returns for Pre-Closing Tax Periods which Seller is not responsible to prepare under Section 10.2(a)). Buyer shall cause the Company to provide Seller with drafts of all such Tax Returns of the Company for review and comment at least fifteen (15) days prior to the due date for the filing of each such Tax Return, including extensions, or such shorter period as is necessary to allow for the timely filing of such Tax Return. Not later than fifteen (15) days after the Company has provided such Tax Return, or such shorter period as is necessary to allow for the timely filing of such Tax Return, Seller shall pay or cause notify the Company of the existence of any objection, specifying in reasonable detail the nature and basis of such objection that Seller may have to any item set forth on such draft Tax Return. Buyer (on behalf of itself, and following the Closing, the Company) and Seller agree to consult and resolve in good faith any such objection. In the event such Tax Return relates to a Straddle Period, Buyer shall take Seller’s objections into account in good faith, but shall not be paid all Taxes reflected on and due with respect required to make any change to such Tax ReturnsReturn or obtain Seller’s consent before filing such Tax Return. In the event such Tax Return relates to a Tax period ended on or before the Closing Date, and the parties cannot resolve any such objection of Seller after 15 days (or such shorter number of days as may be necessary to allow timely filing of such Tax Return), then the parties shall submit their dispute to the Independent Accountants. If the Independent Accountants do not resolve such dispute before the due date of such Tax Return, then Buyer may file such Tax Return as prepared by Buyer, subject to subsequent amendment as and to the extent necessary to conform to the Independent Accountant’s ultimate resolution of the dispute. Buyer and Seller shall equally bear the cost of the Independent Accountants. (iic) Except as otherwise required by LawLaw or a Taxing Authority, without the prior written consent of Holdings LP Seller (such which consent not to may be unreasonably withheld, conditioned or delayedwithheld for any reason), none of AMIDBuyer, any Southcross the Company, or any Affiliate thereof shall, with respect to SXH Holdings or any of its Subsidiaries for any Pre-Closing Tax Period: Period (Ai) make any Tax election under the Code or any other Tax law; or election, (Bii) file any amended Tax Return or agree to any adjustment of any item with a Taxing Authority that relates to a Pre-Closing Tax Period Tax Return of SXH Holdings or any of its Subsidiaries, if in any such case, such action would have the effect of increasing Holdings LP’s (or its direct or indirect owner’s) liability for any Taxes or increasing the indemnification obligations set forth in Article VIII. In addition, except as otherwise required by Law, none of AMID, any Southcross Company, or any Affiliate thereof shall, with respect to SXH Holdings or any of its Subsidiaries, change the Tax treatment of any item on a Tax Return filed after the Closing Date as compared to the treatment of such item on a Tax Return filed by any Southcross the Company prior to the Closing Date or (iii) file any amended Tax Return or propose or agree to any adjustment of any item with the extent that Internal Revenue Service or any other Taxing Authority, if in any such change has a material retroactive case such action would have the effect on of increasing Seller’s liability for any Taxes, reducing any Tax Return benefit of Seller or increasing the indemnification obligations set forth in Article 9 hereof unless Buyer, the Company and any such Affiliate indemnify and hold Seller harmless from and against any such adverse Tax effect. (d) If the Company receives a Tax refund for a Pre-Closing Tax Period. (iii) Except to the extent of Pre-Closing Taxes which have been paid by or otherwise reserved for payment on the books and records of SXH Holdings and its Subsidiaries as of the Closing Date, Holdings LP shall pay (or cause to be paid), and shall jointly and severally indemnify and hold harmless AMID and its Affiliates from, all Pre-Closing Taxes owed by or with respect to SXH Holdings, its Subsidiaries, or the assets and operations of SXH Holdings and its Subsidiaries; provided that with respect to SXE and its Subsidiaries, Holdings LP shall only be liable for its proportionate share of the Pre-Closing Taxes related to SXE and its Subsidiaries (other than taxes payable by SXE and its Subsidiaries, with respect to such taxes this proviso shall not apply) based on Holdings LP’s beneficial ownership of outstanding equity interests in SXE immediately prior to the Closing as compared to the aggregate outstanding equity interests in SXE immediately prior to the Closing. (iv) If AMID or any of its Subsidiaries receives a Tax refund arising from or attributable to a Pre-Closing Tax Period of SXH Holdings or any of its Subsidiaries, such refund shall be paid belong to the Holdings LPCompany. Seller is not aware of any opportunity to claim any refund or credit of Tax which Seller does not expect to be taken into account in Closing Working Capital.

Tax Returns; Refunds. (ia) AMID Seller shall cause to be prepared and filed in a manner consistent provide Buyer with past practices (unless otherwise required by applicable Law) all drafts of pro forma Tax Returns of SXH Holdings and its Subsidiaries for all relating solely to the Acquired Companies (each, a “Pro Forma Tax periods Return”) that relate to any Pre-Closing Tax Period ending on or before the Closing Date that are for review and comment at least fifteen (15) days prior to the due after date for the Closing Date and shall pay filing of each Tax Return of Seller to which each such Pro Forma Tax Return relates, including extensions, or cause such shorter period as is necessary to be paid all Taxes reflected on and due with respect to allow for the timely filing of such Tax Returns. Return. Not later than fifteen (ii15) days after Seller has provided such Pro Forma Tax Return, or such shorter period as is necessary to allow for the timely filing of the Tax Return of Seller to which the Pro Forma Tax Return relates, Buyer shall notify Seller of the existence of any objection, specifying in reasonable detail the nature and basis of such objection that Buyer may have to any item set forth on such draft Pro Forma Tax Return. Buyer (on behalf of itself, and following the Closing, the Acquired Companies) and Seller agree to consult and resolve in good faith any such objection. Except as otherwise required by Law, all Pro Forma Tax Returns of the Acquired Companies that relate to any Pre-Closing Tax Period ending on or before the Closing Date shall be prepared consistent with past practices. (b) Buyer shall cause the Acquired Companies to provide Seller with drafts of all Tax Returns of the Acquired Companies that relate to any Straddle Period allocable or apportioned to Seller pursuant to Section 10.1 for review and comment at least fifteen (15) days prior to the due date for the filing of each such Tax Return, including extensions, or such shorter period as is necessary to allow for the timely filing of such Tax Return. Not later than fifteen (15) days after the Acquired Companies have provided such Tax Returns, or such shorter period as is necessary to allow for the timely filing of such Tax Return, Seller shall notify the Acquired Companies of the existence of any objection, specifying in reasonable detail the nature and basis of such objection that Seller may have to any item set forth on such draft Tax Return. Buyer (on behalf of itself, and following the Closing, the Acquired Companies) and Seller agree to consult and resolve in good faith any such objection. Except as otherwise required by Law, all Tax Returns of the Acquired Companies that relate to any Straddle Period allocable or apportioned to Seller shall be prepared consistent with past practices and, for the avoidance of doubt, will provide for a refund, in cash, whenever possible for the overpayment of Taxes or otherwise, rather than a credit for Taxes due for any Post-Closing Tax Period. (c) Except as otherwise required by Law or a Taxing Authority, without the prior written consent of Holdings LP Seller (such which consent not to may be unreasonably withheld, conditioned or delayedwithheld for any reason), none of AMIDBuyer, any Southcross Companythe Acquired Companies, or any Affiliate thereof shall, with respect to SXH Holdings or any of its Subsidiaries for any Pre-Closing Tax Period: Period (Ai) make any Tax election under the Code or any other Tax law; or election, (Bii) file any amended Tax Return or agree to any adjustment of any item with a Taxing Authority that relates to a Pre-Closing Tax Period Tax Return of SXH Holdings or any of its Subsidiaries, if in any such case, such action would have the effect of increasing Holdings LP’s (or its direct or indirect owner’s) liability for any Taxes or increasing the indemnification obligations set forth in Article VIII. In addition, except as otherwise required by Law, none of AMID, any Southcross Company, or any Affiliate thereof shall, with respect to SXH Holdings or any of its Subsidiaries, change the Tax treatment of any item on a Tax Return filed after the Closing Date as compared to the treatment of such item on a Tax Return filed by any Southcross Company the Acquired Companies prior to the Closing Date or (iii) file any amended Tax Return or propose or agree to any adjustment of any item with the extent that Internal Revenue Service or any other Taxing Authority, if in any such change has a material retroactive case such action would have the effect on of increasing Seller’s liability for any Taxes, reducing any Tax Return benefit of Seller or increasing the indemnification obligations set forth in Article 9 hereof unless Buyer, the Acquired Companies and any such Affiliate indemnify and hold Seller harmless from and against any such adverse Tax effect. (d) If any Acquired Company receives a Tax refund for a Pre-Closing Tax Period. (iii) Except to the extent of Pre-Closing Taxes which have been paid by or otherwise reserved for payment on the books and records of SXH Holdings and its Subsidiaries as of the Closing Date, Holdings LP shall pay (or cause to be paid), and shall jointly and severally indemnify and hold harmless AMID and its Affiliates from, all Pre-Closing Taxes owed by or with respect to SXH Holdings, its Subsidiaries, or the assets and operations of SXH Holdings and its Subsidiaries; provided that with respect to SXE and its Subsidiaries, Holdings LP shall only be liable for its proportionate share of the Pre-Closing Taxes related to SXE and its Subsidiaries (other than taxes payable by SXE and its Subsidiaries, with respect to such taxes this proviso shall not apply) based on Holdings LP’s beneficial ownership of outstanding equity interests in SXE immediately prior to the Closing as compared to the aggregate outstanding equity interests in SXE immediately prior to the Closing. (iv) If AMID or any of its Subsidiaries receives a Tax refund arising from or attributable to a Pre-Closing Tax Period of SXH Holdings or any of its Subsidiaries, such refund (net of any expenses or costs incurred in seeking or obtaining such refund) shall be paid to Seller; provided, however, that Seller shall not be entitled to any refund either (i) reflected in the Holdings LPClosing Working Capital, or (ii) attributable to any carryback of an item from a Post-Closing Tax Period.